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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the securities exchange act of 1934
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(Amendment No. 6)
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ARCH CAPITAL GROUP LTD.
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(Name of Issuer)
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COMMON SHARES, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
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011576290
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(CUSIP Number)
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____________
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SCOTT A. ARENARE, ESQ.
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WARBURG PINCUS LLC
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466 LEXINGTON AVENUE
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NEW YORK, NY 10017
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(212) 878-0600
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices of Communication)
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Copy to:
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ANDREW R. BROWNSTEIN, ESQ.
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WACHTELL, LIPTON, ROSEN & KATZ
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51 WEST 52ND STREET
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NEW YORK, NY 10019
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(212) 403-1000
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April 28, 2008
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisitio
n
which is the subject of this Sched
ule 13D, and is filing this
schedule because of
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Rule 13d-1(b)(3) or (4), check the following box.
¨
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Check the following box if a fee is being paid with this statement
¨
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial
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ownership of more than five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or
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less of such class.) (See Rule 13d-7.)
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Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
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(Continued on the following pages)
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(Page 1 of 12 pages)
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_________________________
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with
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respect to the subject class of securities, and for any subsequent amendment containing information which would
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alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the pur-
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pose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the
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Act but shall be subject to all other provisions of the Act (however,
see
the
Notes
)
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Reference is made to the Statement on Schedule 13D filed on November 20, 2001, as amended by
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Amendment No. 1 thereto filed September 20, 2002, Amendment No. 2 thereto filed December 18, 2002,
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Amendment No. 3 thereto filed May 5, 2006, Amendment No. 4 thereto filed May 2, 2007 and Amendment No.
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5 thereto filed June 18, 2007 (as so amended, the “Schedule 13D”), on behalf of Warburg Pincus (Bermuda)
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Private Equity VIII, L.P., a limited partnership organized under the laws of Bermuda (“WP VIII Bermuda”),
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Warburg Pincus (Bermuda) International Partners, L.P., a limited partnership organized under the laws of Ber-
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muda (“WPIP Bermuda”), Warburg Pincus Netherlands International Partners I, C.V., a limited partnership or-
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ganized under the laws of The Netherlands (“WPIP Netherlands I” and together with WP VIII Bermuda, WPIP
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Bermuda, the “Investors”), Warburg Pincus (Bermuda) Private Equity Ltd., a company organized under the
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laws of Bermuda (“WP VIII Bermuda Ltd.”), Warburg Pincus (Bermuda) International Ltd., a company organ-
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ized under the laws of Bermuda (“WPIP Bermuda Ltd.”), Warburg Pincus & Co., a New York general partner-
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ship (“WP”), Warburg Pincus LLC, a New York limited liability company (“WP LLC”), and Warburg Pincus
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Partners, LLC, a New York limited liability company (“WPP LLC”). Charles R. Kaye and Joseph P. Landy are
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each a Managing General Partner of WP and a Managing Member and a Co-President of WP LLC and may be
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deemed to control the Investors, WP VIII Bermuda Ltd., WPIP Bermuda Ltd., WP, WP LLC and WPP LLC.
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The Investors, together with WP VIII Bermuda Ltd., WPIP Bermuda Ltd., WP, WP LLC and WPP LLC, are
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referred to herein as the “Warburg Pincus Reporting Persons.” All capitalized terms used without definition in this
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Amendment No. 6 to Schedule 13D shall have the meanings set forth in the Schedule 13D.
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This Amendment No. 6 to Schedule 13D amends the Schedule 13D as follows.
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ITEM 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following:
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On April 28, 2008, the Warburg Pincus Reporting Persons distributed an aggregate of 3,492,586 Common
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Shares of the Company to their limited and general partners.
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As of April 28, 2008, the Investors collectively beneficially owned an aggregate of 7,481,736 Common
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Shares, which represent approximately 11.5% of the outstanding Common Shares based on 64,875,951 Com-
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mon Shares outstanding as of March 24, 2008, as reported in the Company’s proxy statement filed on April 1,
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2008. By reason of its relationship with the Investors under Rule 13d-3 of the Exchange Act, the Warburg Pin-
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cus Reporting Persons may be deemed to beneficially own all of the Common Shares that are beneficially
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owned by the Investors.
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Each Investor exercises voting power and dispositive power over its holdings of such shares through its re-
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spective general partner, which, in turn, acts through its respective general partner.
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